SEC Filing - DLH Holdings Corp.

View:

Download DOC

Download PDF

Download XLS

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 25, 2020

DLH Holdings Corp.

(Exact Name of Registrant as Specified in Charter)

New Jersey

0-18492

22-1899798

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3565 Piedmont Road, NE

Building 3, Suite 700

Atlanta, GA 30305

(Address of Principal Executive Offices, and Zip Code)

(866) 952-1647

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DLHC	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

{N0256613 }


Item 7.01			Regulation FD Disclosure.

Effective March 25, 2020, DLH Holdings Corp. (“DLH” or the “Company”) has made available on the investor relations page of its corporate website the information attached hereto as Exhibit 99.1, which presents the Company’s summary of the potential impacts of the COVID-19 outbreak on its business. This information is available under the “Presentations” tab on the investor relations page of DLH’s website at https://dlhcorp.investorroom.com.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Forward-Looking Statements

All statements in this Current Report on Form 8-K that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent DLH’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors many of which are outside the DLH’s control.

You can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” and similar words or phrases. Forward-looking statements in this written communication include, among others, statements regarding the potential impacts of the COVID-19 pandemic on the Company’s business. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. The actual result of the impact of the COVID-19 outbreak may differ materially from such forward-looking statements made in this communication due to a variety of factors, including the risk that the consequences of COVID-19 on the U.S. economy, which have already been significant, are changing rapidly and cannot be predicted; the diversion of management’s attention from normal daily operations of the business and the challenges of responding to the urgencies resulting from the outbreak; the impact of the outbreak on the issuance of contract awards in connection with re-competes for present business and/or competition for new business; changes in client budgetary priorities; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; and other risks described in the Company’s SEC filings. For a written description of these factors, see the section titled “Risk Factors” in DLH’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and any updating information in subsequent SEC filings. All information in this written communication is as of the date hereof and may become outdated over time. DLH disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:

Exhibit Number

Exhibit Title or Description

99.1

Presentation Materials*

* Furnished herewith.

{N0256613 } 1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


						DLH Holdings Corp.

						By: /s/ Kathryn M. JohnBull

						Name: Kathryn M. JohnBull
						Title: Chief Financial Officer
Date: March 25, 2020

{N0256613 } 2

dlhirvirusupdatemarch202

Forward-looking Statements "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or DLH`s future financial performance. Any statements that are not statements of historical fact (including without limitation statements to the effect that the Company or its management “believes,” “expects,” “anticipates,” “plans,” “intends,” and similar expressions) should be considered forward looking statements that involve risks and uncertainties which could cause actual events or DLH’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements in this written communication include, among others, statements regarding the potential impacts of the COVID-19 outbreak on the Company’s business. The actual result of the impact of the COVID-19 outbreak may differ materially from such forward-looking statements due to a variety of factors, including the risk that the consequences of COVID-19 on the U.S. economy, which have already been significant, are changing rapidly and cannot be predicted; the diversion of management’s attention from normal daily operations of the business and the challenges of responding to the urgencies resulting from the outbreak; the impact of the outbreak on the issuance of contract awards in connection with re-competes for present business and/or competition for new business; changes in client budgetary priorities; government contract procurement (such as bid protest, small business set asides, loss of work due to organizational conflicts of interest, etc.) and termination risks; and other risks described in the Company’s SEC filings. For a written description of these factors, see the section titled “Risk Factors” in DLH’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and any updating information in subsequent SEC filings. The forward-looking statements contained herein are made as of the date hereof and may become outdated over time. The company does not assume any responsibility for updating forward-looking statements, except as required by law. © Copyright 2020 DLH Holdings Corp. All Rights Reserved. 2

DLH Current Business Largely Insulated from Disruption by COVID-19 • Some incremental growth potential on current healthcare contracts to support COVID-19 related efforts (including HHS, USAID, VA) • Program delays and travel restrictions on select programs are expected to lead to small short-term revenue erosion for some projects (DHA, DHS, HHS) • IDIQ contracts with HHS’ CDC and NIH offer potential new work related to COVID-19 © Copyright 2020 DLH Holdings Corp. All Rights Reserved. 3

A Stable Company during Volatile Times • Portfolio mix of mission-critical healthcare related services to well-funded agencies is expected to provide revenue and EBITDA stability during these difficult times • Strong operating cash flow, borrowing capacity, tax benefits, and low capex requirements provide substantial liquidity to sustain business operations • Aggressive reduction of acquisition debt since June 2019 provides substantial flexibility, as no further term debt repayments are required until June 2022 © Copyright 2020 DLH Holdings Corp. All Rights Reserved. 4

DLH Maintains Business Networks to Monitor Developments • Established an in-house COVID-19 Task Force including medical, clinical, epidemiological experts to support management decision-making throughout the crisis • Implemented continuous monitoring, evaluation and review of practices to ensure that, where possible, we mitigate the adverse impacts of coronavirus on our company • Maintaining connectivity to GOVCON, congressional, and local government officials regarding work policies applicable to the business © Copyright 2020 DLH Holdings Corp. All Rights Reserved. 5